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Item 9A. Controls and Procedures

2023-03-03 compared with 2022-03-03 · 39 added, 19 removed, 102 unchanged (36% of the section changed)

14 unchanged sentences

Based on our assessment and those criteria, management concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Crowe LLP , Columbus, OH , (U.S.

PCAOB Auditor Firm I.D.:

173 ), an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

/s/ Joseph B.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by FORVIS, LLP (formerly known as BKD, LLP), an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

/s/ Michael D.

Peduzzi /s/ Tito L.

President and Chief Executive Officer Treasurer and Principal Financial Officer

5 unchanged sentences

The information required by this Item 10 is incorporated herein by reference from our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement"), which we will file with the SEC on or before 120 days after our 2022 fiscal year-end, and which will appear in the 2023 Proxy Statement under the captions "Proposal 1.

Election of Directors," "Executive Officers," "Corporate Governance – Meetings and Committees of the Board of Directors – Audit Committee," "Certain Transactions" and "Other Matters – Section 16(a) Beneficial Ownership Reporting Compliance."

The Corporation’s Board of Directors has approved a Code of Ethics for Officers and Directors.

1 unchanged sentence

EXECUTIVE COMPENSATION

Information required by this Item 11 is incorporated herein by reference from the 2022 Proxy Statement, including the information in the 2022 Proxy Statement appearing under the captions "Compensation of Executive Officers," "Compensation Committee Report" and "Compensation of Directors."

Information required by this Item 11 is incorporated herein by reference from the 2023 Proxy Statement, including the information in the 2023 Proxy Statement appearing under the captions "Compensation Discussion and Analysis," "Compensation of Executive Officers," "Compensation Committee Report" and "Compensation of Directors."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

4 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item 14 is incorporated herein by reference from the 2022 Proxy Statement, including the information in the 2022 Proxy Statement appearing under the captions "Corporate Governance – Meetings and Committees of the Board of Directors – Audit Committee" and "Concerning the Independent Registered Public Accounting Firm."

Information required by this Item 14 is incorporated herein by reference from the 2023 Proxy Statement, including the information in the 2023 Proxy Statement appearing under the captions "Corporate Governance – Meetings and Committees of the Board of Directors – Audit Committee," "Proposal No.

Ratification of the Appointment of Independent Registered Public Accounting Firm" and "Concerning the Independent Registered Public Accounting Firm."

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

FORVIS, LLP , Indianapolis, IN , (U.S.

PCAOB Auditor Firm I.D.:

Crowe LLP , Columbus, OH , (U.S.

PCAOB Auditor Firm I.D.:

Consolidated Balance Sheets as of December 31, 2022 and 2021

5 unchanged sentences

(a)(3) The following exhibits are filed as a part of this report:

Agreement and Plan of Merger, dates as of December 18, 2019, by and among CNB Financial Corporation, CNB Bank and Bank of Akron (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on December 18, 2019)

Second Amended and Restated Articles of Incorporation of CNB Financial Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2019)

1 unchanged sentence

Statement with Respect to Shares of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, effective as of August 25, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2020)

Description of Registrant's Securities

Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2022)

Form of Certificate representing the 7.125% Series A Fixed-Rated Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2020)

3 unchanged sentences

CNB Financial Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2019)

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Restricted Stock Agreement

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Performance Restricted Stock Agreement

Executive Employment Agreement dated October 24, 2019 by and among CNB Financial Corporation, CNB Bank and Joseph B.

3 unchanged sentences

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on March 9, 2012)

Executive Employment Contract, dated September 23, 2013, by and between CNB Financial Corporation, CNB Bank and Joseph E.

(incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 10-K filed on March 7, 2014)

Letter Agreement, dated April 4, 2022, by and between CNB, CNB Bank and Joseph E.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 4, 2022)

Executive Employment Agreement, dated March 23, 2020, by and between CNB Financial Corporation, CNB Bank and Tito L.

2 unchanged sentences

Griffith (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 3, 2021)

Executive Employment Agreement, dated October 22, 2021, by and between CNB Financial Corporation, CNB Bank and Michael Peduzzi (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2021)

Executive Employment Contract, dated October 7, 2015, by and between CNB Bank and Leanne D.

Executive Salary Continuation Plan Agreement, by and between CNB Bank and Joseph B.

Bower, Jr., amended and restated, effective as of January 1, 2013

Executive Salary Continuation Plan Agreement, by and between CNB Bank and Richard L.

Greslick, Jr., effective as of January 1, 2013

Supplemental Executive Retirement Plan for Michael D.

Peduzzi, effective as of January 1, 2022

Form of Subordinated Note Purchase Agreement, dated June 3, 2021, by and among CNB Financial Corporation and the Purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2021)

1 unchanged sentence

Lima, effective as of January 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registration’s Current Report on Form 8-K filed on January 4, 2022)

Defined Contribution Plan for Leanne Kassab, effective as of January 1, 2022

Executive Deferred Compensation Plan, amended and restated, effective as of January 1, 2005

Executive Deferred Compensation Plan Amendment No.

1, dated as of January 19, 2015

List of subsidiaries of CNB Financial Corporation, filed herewith

Consent of FORVIS, LLP

Consent of Crowe LLP

5 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB XBRL Taxonomy Extension Presentation Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Presentation Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

4 unchanged sentences

March 3, 2023 By:

/s/ Joseph B.

/s/ Michael D.

President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 3, 2023.

/s/ Joseph B.

/s/ Michael D.

Peduzzi /s/ Peter F.

PEDUZZI PETER F.

SMITH, Chairman

24 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures